1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1          Definitions:

                  Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

                  Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

                  Charges: the charges payable by the Customer for the supply of the Services or sale of Goods in accordance with clause 9.

                  Commencement Date: has the meaning given clause 2.2.

                  Conditions: these terms and conditions as amended from time to time in accordance with clause 17.5.

                  Contract: the contract between the Supplier and the Customer for:

a)          the supply of Services; and/or

b)          the supply of Maintenance Services; and/or

c)          for the sale and purchase of the Goods; and/or

d)          hire of the Rental Equipment,

                  in accordance with these Conditions.

                  Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

                  Customer: the person or firm who:

a)          purchases Services from the Supplier; and/or

b)          purchases Maintenance Services from the Supplier; and/or

c)          purchases Goods from the Supplier; and/or

d)          hires the Rental Equipment from the Supplier.

                  Customer Default: has the meaning set out in clause 8.2.

                  Deliverables: the deliverables set out in the Quotation in relation to the provision of Services.

                  Delivery Location: the location set out in the Quotation or such other location as the parties may agree in writing.

                  Emergency Maintenance: in accordance with clause 11.6:

a)          making any adjustments to the Equipment; or

b)          replacing any parts or components of the Equipment,

                  in each case, as required to restore the Equipment to Good Working Order.

                  Equipment: the items of equipment listed in the Quotation, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it.

                  Excluded Causes:

a)          a defect in the design of the Equipment;

b)          faulty materials or workmanship in the manufacture of the Equipment;

c)          the use of the Equipment with equipment or materials not supplied or approved in writing by the Supplier or the manufacturer;

d)          any maintenance, alteration, modification or adjustment performed by persons other than the Supplier or its employees or agents unless approved in writing by the Supplier;

e)          the Customer or third party moving the Equipment unless approved in writing by the Supplier;

f)            the use of the Equipment in breach of any of the provisions of the agreement under which the Equipment was supplied;

g)          a failure, interruption or surge in the electrical power or its related infrastructure connected to the Equipment;

h)          a failure or malfunctioning of the environmental controls (including but not limited to ventilation and/or extraction) required for the normal operation of the Equipment, or an error or omission in the correct use of that air conditioning or other environmental controls by the Customer; or

i)            the Customer's neglect or misuse of the Equipment.

                  Excluded Maintenance: any services required to restore any defect or malfunctioning or failure in the Equipment to Good Working Order where the defect or malfunctioning or failure results from or is caused by any of the Excluded Causes.

                  Fix Time: the applicable fix time as notified by the Supplier to the Customer, from time to time.

                  Force Majeure Event:  an event, circumstance or cause beyond a party's reasonable control.

                  Good Working Order: operating in accordance with the applicable specification of the manufacturer of the Equipment.

                  Goods:  the goods (or any part of them) set out in the Quotation.

                  Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

                  Location: the location of the Equipment for the purposes of the Maintenance Services as set out in the Quotation, or any other location as may be agreed by the parties in writing from time to time.

                  Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses).

                  Maintenance Services: Routine Maintenance and Emergency Maintenance.

                  Maintenance Term: the period for which the Supplier will render the Maintenance Services as set out in the Quotation.

                  Order Confirmation: an order confirmation document in such form utilised by the Supplier from time to time, including but not limited to email communication, sent by the Supplier to the Customer, confirming the acceptance of the Quotation by the Customer.

Quotation: means the estimate or quotation submitted by the Supplier to the Customer, containing such information as set out required by the Supplier from time to time for the purchase of Goods and/or supply of Services and/or Maintenance Services and/or hire of the Rental Equipment.

Rental Equipment: the items of equipment listed in the Quotation, all substitutions, replacements or renewals of such equipment and all related accessories, manuals and instructions provided for it being rented to the Customer by the Supplier in terms of clause 12.

                  Rental Payments: the payments made by or on behalf of Customer for hire of the Rental Equipment, including but not limited to delivery of the Rental Equipment and collection of the Rental Equipment.

                  Rental Period: the period of hire as set out in clause 12.3.

                  Response Time: the applicable response time as notified by the Supplier to the Customer, from time to time.

                  Routine Maintenance:

a)          testing that the Equipment is functional;

b)          making any adjustments as may be required to ensure the Equipment remains in Good Working Order; and

c)          (unless otherwise agreed with the Customer) attend to replacing any Consumables that require replacing,

in accordance with clause 11.4.

                  Services: the services (other than Maintenance Services), including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.

                  Specification: the description or specification of the Services and/or Goods and/or Maintenance Services and/or hire of the Rental Equipment provided or to be provided by the Supplier to the Customer in the Quotation.

                  Standard Maintenance Charges: the charges payable in consideration of the provision of the Routine Maintenance and Emergency Maintenance, as set forth in the Quotation.

                  Supplier: Commercial Catering Services (Catercare) Ltd registered in England and Wales with company number 13867777.

                  Supplier Materials: has the meaning set out in clause 8.1(g).

                  Warranty Period: has the meaning given in clause 6.1.

1.2          Interpretation:

(a)       A reference to legislation or a legislative provision:

(i)         is a reference to it as it is in force as at the date of this Contract; and

(ii)        shall include all subordinate legislation made as at the date of this Contract under that legislation or legislative provision.

(b)       Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c)       A reference to writing or written excludes fax but not email.

2. Basis of contract

2.1          Any request, purchase order or other communication from the Customer seeking provision of Services, Maintenance Services supply of Goods or hire of the Rental Equipment from the Supplier, or Quotation, constitutes an offer by the Customer to purchase Services, Maintenance Services, supply of Goods or hire of the Rental Equipment, in accordance with these Conditions.

2.2          Any request, purchase order or other communication, or Quotation, shall only be deemed to be accepted when the Supplier issues a written Order Confirmation in acceptance of the request, purchase order or other communication at which point, and on which date the Contract shall come into existence (Commencement Date).

2.3          Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services and/or Maintenance Services and/or Goods and/or the Rental Equipment described in them. They shall not form part of the Contract or have any contractual force.

2.4          These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5          Any Quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 (twenty) Business Days from its date of issue.

3. Supply of Services

3.1          The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.

3.2          The Supplier shall use all reasonable endeavours to provide the Services within a reasonable period of time and subject to availability of resources of the Supplier. The Supplier will notify the Customer of such lead times for provision of Services only and time shall not be of the essence for performance of the Services. 

3.3          The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

3.4          The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

3.5          Should the Supplier provide a date and time for the provision of Services, the Customer shall ensure that it makes itself, its premise or any equipment in respect of which the Services are to be rendered available on such date and time specified by the Supplier. If the Customer rejects such date and time proposed by the Supplier, the Supplier shall, in its discretion, be allowed to choose an alternate date and time for the provision of the Services. Any costs incurred by the Supplier in changing any dates and/or times for the provision of the Services or failure to permit the Supplier to render the Services, shall be borne by the Customer.

4. Supply of Goods

4.1          To the extent that the Supplier manufactures (or appoints a third party to manufacture) the Goods in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all Losses incurred by the Supplier as a result of any claim that the Supplier's use of the Specification infringes the intellectual property rights of any third party. This clause 4.1 shall survive termination of the Contract.

4.2          The Supplier reserves the right to amend the Specification if required by any applicable law or regulatory requirement, and shall notify the Customer in any such event.

5. Delivery of Goods

5.1          The Supplier shall endeavour to ensure that each delivery of the Goods by the Supplier (if applicable) or any third party is accompanied by a delivery note that shows the type and quantity of the Goods, special storage instructions (if any):

5.2          The Supplier shall deliver the Goods to the Delivery Location at any time after the Supplier notifies the Customer that the Goods are ready.

5.3          Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

5.4          Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.5          If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall not be liable for any failure to deliver the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.6          If the Customer fails to accept delivery of the Goods within 3 (three) Business Days of the Supplier notifying the Customer that the Goods are ready for delivery, then, except where such failure is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

(a)       delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

(b)       the Supplier shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance).

5.7          If 10 (ten) Business Days after the date on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deducting reasonable costs and expenses related to storage (including insurance) and selling, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

5.8          The Supplier may deliver the Goods by instalments, which it shall invoice and which the Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment. 

6. Quality of Goods/Services

7. Risk and Title of Goods

7.1          The risk in the Goods shall pass to the Customer on completion of delivery.

7.2          Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums

7.3          Until title to the Goods has passed to the Customer, the Customer shall:

(a)       store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

(b)       not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c)       maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d)       notify the Supplier immediately if it becomes subject to any of the events listed in clause 15.1(a) to clause 15.1(d); and

(e)       give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(i)         the Goods; and

(ii)        the Customer's ongoing financial position.

8. Customer's obligations

8.1          The Customer shall, in respect of the Services, Maintenance Services, Goods and/or hire of the Rental Equipment:

(a)       ensure that the terms of the request, purchase order or other communication and any information it provides in the Specification are complete and accurate;

(b)       co-operate with the Supplier in all matters relating to the Services, Maintenance Services, Goods and/or hire of the Rental Equipment;

(c)       provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier;

(d)       provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services and/or Maintenance Services and/or provide the Goods and/or hire of the Rental Equipment, and ensure that such information is complete and accurate in all material respects;

(e)       prepare the Customer's premises for the supply of the Services and/or Maintenance Services and/or supply of Goods and/or hire of the Rental Equipment;

(f)         obtain and maintain all necessary licences, permissions and consents which may be required for the Services and/or Maintenance Services and/or supply of Goods and/or hire of the Rental Equipment before the Commencement Date;

(g)       keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises (or Location in respect of Maintenance Services) in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation;

(h)       comply with any additional obligations as set out in the Quotation or as provided by the Supplier to the Customer, from time to time, in writing.

8.2          If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

(a)       without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services, Maintenance Services, delivery of the Goods or hire of the Rental Equipment until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

(b)       the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.2; and

(c)       the Customer shall reimburse the Supplier on written demand for any costs or Losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

9. Charges and payment for Services and/or Goods

9.1          The price of the Services and/or Goods shall be the price set out in the Quotation.

9.2          The Supplier may, by giving notice to the Customer at any time up to 5 (five) Business Days before delivery, increase the price of the Goods and/or Services to reflect any increase in the cost of the Goods and/or Services that is due to:

(a)       any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or

(b)       any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or Services to be supplied, or the Specification; or

(c)       any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving the Supplier adequate or accurate information or instructions; or

(d)       any delay by the Customer in payment of agreed deposits or up-front payments requested by the Supplier.

9.3          The price of the Goods and/or Services:

(a)       excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice;

(b)       excludes any cost or charge incurred or to be incurred by the Supplier as a result of the Customer refusing the Services or Goods and the Supplier incurring any third party cost, including any restocking fee for non-returnable Goods; and

(c)       excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

9.4          The Customer shall pay each invoice submitted by the Supplier:

(a)       within 30 (thirty) days of the date of the invoice, or otherwise agreed to in writing with the Supplier; and

(b)       in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

9.5          If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then without limiting the Supplier's remedies under clause 14, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%. The Supplier may pass on the Customer to the Credit Protection Association or any other similar credit protection agency to tend to collection of any amounts payable to the Supplier.

9.6          All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9.7          The Supplier reserves the right to request a deposit be paid by the Customer in respect of any Quotation; such deposit amount shall be set out in the Quotation. The Customer shall, before the Commencement Date, pay a deposit of the amount specified in the Quotation to the Supplier. Such deposit shall be applied towards the charges in respect of the Services and/or Goods.

10. Intellectual property rights

10.1          All Intellectual Property Rights in or arising out of or in connection with the Goods and/or Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

10.2          The Supplier grants to the Customer or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy and modify the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Goods and/or Services in its business.

10.3          The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 10.2.

10.4          The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Goods and/or Services to the Customer.

11. Maintenance Services

11.1          Inspection of Equipment. The Supplier may carry out, or has carried out, an inspection of the Equipment to determine whether it is in Good Working Order.

11.2          Good Working Order Report. If the Supplier finds the Equipment to be in Good Working Order, it shall promptly issue a report to the Customer confirming this. Should the Equipment not be of Good Working Order, the Supplier will issue a report to this effect and the provisions of clause 11.3 shall apply.

11.3          Quotation to restore to Good Working Order. If the Supplier finds the Equipment not to be in Good Working Order, it provide as such in the report mentioned in clause 11.2 and shall include a quotation to the Customer for the work and parts required to restore the Equipment to Good Working Order, which shall be subject to these Conditions.

11.4          Supply of Maintenance Services. During the Maintenance Term, the Supplier shall supply the Routine Maintenance services to the Customer. Should the Supplier provide a date and time for the provision of Routine Maintenance, the Customer shall ensure that it makes itself, the Location and the Equipment in respect of which the Routine Maintenance are to be rendered available on such date and time specified by the Supplier. If the Customer rejects such date and time proposed by the Supplier, the Supplier shall, in its discretion, be allowed to choose an alternate date and time for the provision of the Routine Maintenance. Any costs incurred by the Supplier in changing any dates and/or times for the provision of the Routine Maintenance or failure to permit the Supplier to render the Routine Maintenance, shall be borne by the Customer.

11.5          Equipment malfunction. If the Supplier discovers that the Equipment is defective or is malfunctioning or has failed or is not otherwise in Good Working Order during the course of the Routine Maintenance the representative will use all reasonable endeavours to repair it during that visit at the Location. If that is not reasonably practicable (or it is not reasonably practicable to do so during Business Hours) the Supplier's representative shall either arrange for a further visit to the Location to complete the repair, or arrange for the removal of the Equipment (or part of the Equipment, if applicable) for repair off-site, which will then be classified as Emergency Maintenance.

11.6          Emergency Maintenance. On the Customer informing the Supplier that the Equipment is defective or is malfunctioning or has failed or is not otherwise in Good Working Order, and requires repair outside of Business Hours, the Supplier shall use all reasonable endeavours to ensure that one of its representatives shall:

(a)       attend the Location within the relevant Response Time to perform Emergency Maintenance; and

(b)       complete the Emergency Maintenance within the relevant Fix Time.

Should the Supplier provide a date and time for the provision of Emergency Maintenance, the Customer shall ensure that it makes itself, the Location and the Equipment in respect of which the Emergency Maintenance are to be rendered available on such date and time specified by the Supplier. If the Customer rejects such date and time proposed by the Supplier, the Supplier shall, in its discretion, be allowed to choose an alternate date and time for the provision of the Emergency Maintenance. Any costs incurred by the Supplier in changing any dates and/or times for the provision of the Emergency Maintenance or failure to permit the Supplier to render the Routine Maintenance, shall be borne by the Customer.

11.7          Further site visits or repair off-site. Where it is not reasonably practicable for the Supplier's representative to complete Emergency Maintenance at the Location on their first visit the Supplier's representative shall either arrange for a further visit to the Location to complete the repair, or arrange for the removal of the Equipment (or part of the Equipment, if applicable) for repair off-site.

11.8          Liability for delay if Customer refuses off-site repair. The Supplier shall not be liable for any delay in providing the relevant Maintenance Service if in the Supplier's reasonable opinion it needs to remove the Equipment (or part of the Equipment, if applicable) for repair off-site and the Customer refuses this request.

11.9           Provision of information. The Supplier shall:

(a)       provide to the Customer from time in writing with such up to date and accurate information as to the application and use of the Equipment as may be available to the Supplier and as the Supplier may reasonably determine to be necessary or desirable to be provided; and

(b)       use all reasonable endeavours to respond promptly and during the relevant Response Time, during Business Hours, by telephone or in writing, as appropriate, to any request from the Customer for information concerning the application and use of the Equipment, or the repair of any defect in or malfunctioning of the Equipment.

11.10       Gas Certification. Where applicable, the Supplier shall when providing the Routine Maintenance, provide the Customer with certifications, including CP42 (or Commercial Catering Kitchen Gas Safety Certificate) gas certification and/or F-GAS certification in respect of the applicable Equipment.

11.11        Proper use of Equipment. The Customer shall at all times during the Maintenance Term:

(a)       use the Equipment only in accordance with the instructions and recommendations of the manufacturer of the Equipment or as may be advised from time to time by the Supplier;

(b)       permit only trained and competent personnel to use the Equipment;

(c)       notify the Supplier promptly if the Equipment is discovered to be defective or malfunctioning or has failed or is otherwise not in Good Working Order;

(d)       keep the Equipment in the environmental conditions recommended by the manufacturer of the Equipment or as may be advised from time to time by the Supplier;

(e)       not allow any other person than the Supplier's representatives to adjust, maintain, repair, replace or remove the Equipment or any part of it, unless otherwise agreed in writing by the Supplier; and

(f)         not move the Equipment from the Location without the prior written consent of the Supplier (such consent not to be unreasonably withheld or delayed).

11.12       Access to Equipment. The Customer shall ensure that the Supplier's representatives have:

(a)       full and free access to the Location and to the Equipment and to a power supply and other facilities necessary to operate the Equipment;

(b)       full and free access to any records of its use kept by the Customer; and

(c)       adequate and safe working space and facilities,

(d)       to enable the Supplier to perform its obligations under the Contract.

11.13       Safety. The Customer shall take all such steps as may be necessary to ensure the safety of any of the Supplier's personnel and contractors when attending the Location.

11.14       No obligation to perform Excluded Maintenance. The Supplier is not obliged to perform any Excluded Maintenance.

11.15       Additional Services Charges. Where the Supplier is performing or has performed the Maintenance Services in circumstances where it is established that the Equipment was not in Good Working Order due to any of the Excluded Causes, the Supplier may charge, and the Customer shall pay, the such Charges for such Services as set out in these Conditions.

11.16       Standard Maintenance Charges. In consideration of the performance of the Routine Maintenance and the Emergency Maintenance the Customer shall pay to the Supplier the Standard Maintenance Charges and the provisions of clause 9.3 to clause 9.6 (both inclusive) shall apply to such Standard Maintenance Charges.

11.17        Failure to pay. Without prejudice to any other right or remedy that it may have, if the Customer fails to make a payment due to the Supplier under these Conditions by the due date, then in addition to its right to levy interest in accordance with clause 9.5 to suspend all or part of the Maintenance Services until payment has been made in full:

12. Hire of the Rental Equipment

12.1          The Supplier shall hire the Rental Equipment to the Customer for use at the Delivery Location subject to the terms and conditions of this Contract.

12.2          The Supplier shall not, other than in the exercise of its rights under this Contract or applicable law, interfere with the Customer's quiet possession of the Rental Equipment.

12.3          The Rental Period commences on the date specified in the Quotation or the Rental Equipment is delivered to the premise of the Customer (whichever is earlier) and continues until such date as notified by the Supplier (in writing) to the Customer, or  terminated in accordance with clause 15.

12.4          In respect of Rental Payments:

(a)       The Customer shall pay the Rental Payments to the Supplier in accordance with the Quotation. The Rental Payments shall be paid in UK Sterling and shall be made in cleared funds to the bank account nominated in writing by the Supplier or as set out in the Quotation.

(b)       The Rental Payments are exclusive of VAT and any other applicable taxes and duties or similar charges which shall be payable by the Customer at the rate and in the manner from time to time prescribed by law.

(c)       All amounts due under for the hire of the Rental Equipment shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

(d)       If the Customer fails to make a payment due to the Supplier under a Contract by the due date, then, without limiting the Supplier’s remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%. The Supplier may pass on the Customer to the Credit Protection Association or any other similar credit protection agency to tend to collection of any amounts payable to the Supplier.

12.5          The transfer of physical possession of the Rental Equipment to the Delivery Location (Delivery) shall be made by the Supplier. The Supplier shall use all reasonable endeavours to effect Delivery by the date specified in the Quotation or the date the Rental Equipment is delivered to the Customer (whichever is earlier) (Delivery Date). Risk shall transfer in accordance with clause 12.11.

12.6          The Supplier shall at the Customer's expense install the Rental Equipment at the Delivery Location. The Customer shall procure that a duly authorised representative of the Customer shall be present at the installation of the Rental Equipment. Acceptance by such representative of installation shall constitute conclusive evidence that the Customer has examined the Rental Equipment and has found it to be in good condition, complete and fit in every way for the purpose for which it is intended (save as regards any latent defects not reasonably apparent on inspection). If required by the Supplier, the Customer's duly authorised representative shall sign a receipt confirming such acceptance. In addition, the Supplier shall, at the Customers cost:

(a)       maintain the Rental Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on Delivery including replacement of worn, damaged and lost parts, and shall make good any damage to the Rental Equipment; and

(b)       maintain operating and maintenance records of the Rental Equipment.

12.7          To facilitate Delivery and installation (if applicable) of the Rental Equipment, the Customer shall at its sole expense provide all requisite materials, facilities, access and suitable working conditions to enable Delivery and installation to be carried out safely and expeditiously including the materials, facilities, access and working conditions specified by the Supplier.

12.8          If the Customer fails to accept delivery of the Rental Equipment when the Supplier tenders Delivery, then, except where such failure is caused by the Supplier's failure to comply with its obligations under the Contract:

(a)       the Rental Equipment shall be deemed to have been delivered at 9.00 am on the date the Supplier tendered Delivery; and

(b)       the Supplier shall store the Rental Equipment until the Customer takes possession of the Rental Equipment, and charge the Customer for all related costs and expenses (including insurance).

12.9          The Rental Equipment shall at all times remain the property of the Supplier, and the Customer shall have no right, title or interest in or to the Rental Equipment (save the right to possession and use of the Rental Equipment subject to the terms and conditions of the Contract).

12.10       The risk of loss, theft, damage or destruction of the Rental Equipment shall pass to the Customer on Delivery. The Rental Equipment shall remain at the sole risk of the customer during the Rental Period and any further term during which the Rental Equipment is in the possession, custody or control of the Customer (Risk Period) until such time as the Supplier retakes possession of the Rental Equipment.

12.11       During the Rental Period and the Risk Period, the Customer shall, at its own expense, obtain and maintain the following insurances:

(a)       insurance of the Rental Equipment to a value not less than its full replacement value comprehensively against all usual risks of Loss, damage or destruction by fire, theft or accident, and such other risks as the Supplier may from time to time nominate in writing;

(b)       insurance for such amounts as a prudent owner or operator of the Rental Equipment would insure for, or such amount as the Supplier may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Rental Equipment; and

(c)       insurance against such other or further risks relating to the Rental Equipment as may be required by law, together with such other insurance as the Supplier may from time to time consider reasonably necessary and advise to the Customer in writing.

12.12       If the Customer fails to effect or maintain any of the insurances required, the Supplier shall be entitled to effect and maintain the same, pay such premiums as may be necessary for that purpose and recover the same as a debt due from the Customer.

12.13       The Customer shall, on demand, supply the Supplier with copies of the insurance policy certificates and details of the cover provided and proof of premium payment to confirm the insurance arrangements. The Customer shall give immediate written notice to the Supplier in the event of any loss, accident or damage to the Rental Equipment arising out of or in connection with the Customer's possession or use of the Rental Equipment.

12.14       The Customer’s Responsibilities in respect of the Rental Equipment. The Customer shall:

(a)       ensure that the Rental Equipment is kept and operated in a suitable environment, which shall as a minimum meet the requirements specified by the Supplier from time to time, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions;

(b)       take such steps (including compliance with all safety and usage instructions provided by the Supplier) as may be necessary to ensure, so far as is reasonably practicable, that the Rental Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;

(c)       make no alteration to the Rental Equipment and shall not remove any existing component (or components) from the Rental Equipment without the prior written consent of the Customer unless to comply with any mandatory modifications required by law or any regulatory authority. Title in all substitutions, replacements, renewals made in or to the Rental Equipment shall vest in the Supplier immediately on installation;

(d)       keep the Supplier fully informed of all material matters relating to the Rental Equipment;

(e)       keep the Rental Equipment at all times at the Delivery Location and shall not move or attempt to move any part of the Rental Equipment to any other location without the Supplier's prior written consent;

(f)         permit the Supplier or its duly authorised representative to inspect the Rental Equipment at all reasonable times and for such purpose to enter on the Delivery Location or any premises at which the Rental Equipment may be located, and shall grant reasonable access and facilities for such inspection;

(g)       not, without the prior written consent of the Supplier, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Rental Equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

(h)       not without the prior written consent of the Supplier, attach the Rental Equipment to any land or building so as to cause the Rental Equipment to become a permanent or immovable fixture on such land or building. If the Rental Equipment does become affixed to any land or building then the Rental Equipment must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Rental Equipment from any land or building and indemnify the Supplier against all losses, costs or expenses incurred as a result of such affixation or removal;

(i)         not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of the Supplier in the Rental Equipment and, where the Rental Equipment has become affixed to any land or building, the Customer must take all necessary steps to ensure that the Supplier may enter such land or building and recover the Rental Equipment both during the Rental Period and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Supplier of any rights such person may have or acquire in the Rental Equipment and a right for the Supplier to enter onto such land or building to remove the Rental Equipment;

(j)         not suffer or permit the Rental Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Rental Equipment is so confiscated, seized or taken, the Customer shall notify the Supplier and the Customer shall at its sole expense use its best endeavours to procure an immediate release of the Rental Equipment and shall indemnify the Supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;

(k)       not use the Rental Equipment for any unlawful purpose;

(l)         ensure that at all times the Rental Equipment remains identifiable as the Supplier's property and wherever possible shall ensure that a visible sign to that effect is attached to the Rental Equipment;

(m)     deliver up the Rental Equipment (including any parts or accessories relating to the Rental Equipment) at the end of the Rental Period at such address as the Supplier requires, or if necessary allow the Supplier or its representatives access to the Delivery Location or any premises where the Rental Equipment is located for the purpose of removing the Rental Equipment. If the Customer refuses or fails to return the Rental Equipment (or any parts or accessories relating to the Rental Equipment), the Supplier reserves the right to continue charging Rental Payments for such failure to return the Rental Equipment (or any parts or accessories relating to the Rental Equipment); and

(n)       not do or permit to be done anything which could invalidate the insurances referred to in clause 12.11.

13. Data protection

The Parties shall comply with their data protection obligations as set out in the Supplier’s data protection policy (as amended from time to time) which can be obtained from the Supplier on written request from the Customer to the Supplier.

14. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

14.1          The Supplier has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000.00 per claim. The limits and exclusions in this clause reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

14.2          References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

14.3          Nothing in this clause 14 shall limit the Customer's payment obligations under the Contract.

14.4          Nothing in the Contract limits any liability for:

(a)       death or personal injury caused by negligence;

(b)       fraud or fraudulent misrepresentation;

(c)       breach of the terms implied by section 12 of the Sale of Goods Act 1979;

(d)       defective products under the Consumer Protection Act 1987;

(e)       any liability that cannot legally be limited; or

(f)         the Customer's payment obligations under the Contract.

14.5          Subject to clause 14.4 (Liabilities which cannot legally be limited), the Supplier's total liability to the Customer:

(a)       for loss arising from the Supplier's failure to comply with its data processing obligations under clause 13 shall not exceed £100,000.00; and

(b)       for all other loss or damage shall not exceed £5,000,000.00.

14.6          Subject to clause 14.4 (No limitation of customer's payment obligations), this clause 14.6 sets out the types of loss that are wholly excluded:

(a)       loss of profits.

(b)       loss of sales or business.

(c)       loss of agreements or contracts.

(d)       loss of anticipated savings.

(e)       loss of use or corruption of software, data or information.

(f)         loss of or damage to goodwill; and

(g)       indirect or consequential loss.

14.7          Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 (six) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

14.8          This clause 14 shall survive termination of the Contract.

15. Termination

15.1          Without affecting any other right or remedy available to it, the Supplier may terminate the Contract by giving the Customer 1 (one) months' written notice.

15.2          Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:

(a)       the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 (fourteen) days of that party being notified in writing to do so;

(b)       the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c)       the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

(d)       the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;

(e)       the Customer fails to pay any amount due under the Contract on the due date for payment; or

(f)         there is a change of control of the Customer.

16. Consequences of termination

16.1          On termination or expiry of the Contract:

(a)       the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services and/or Maintenance Services and/or Goods supplied and/or Rental Equipment hired but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

(b)       the Customer shall return all of the Supplier Materials, Goods or Rental Equipment hired and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

16.2          Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

16.3          Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

17. General

17.1          Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

17.2          Assignment and other dealings.

(a)       The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b)       The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

17.3          Confidentiality.

(a)       Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 17.3(b).

(b)       Each party may disclose the other party's confidential information:

(i)         to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 17.3; and

(ii)        as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c)       Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

17.4          Entire agreement.

(a)       The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b)       Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

(c)       Nothing in this clause shall limit or exclude any liability for fraud.

17.5          Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.6          Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.7          Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 17.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.8          Notices.

(a)       Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Quotation.

(b)       Any notice or communication shall be deemed to have been received:

(i)         if delivered by hand, at the time the notice is left at the proper address;

(ii)        if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii)      if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c)       This clause 17.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

17.9          Third party rights.

(a)       Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b)       The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

17.10       Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

17.11       Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.